Don't Steal My Heart Take The Jewelry Instead
by slightly-disturbed42
Summary: Now PG-13 Spider-Man/Black Cat do a few things :P Set after The Spectacular Spider-Man episode Persona. Peter wants to get back at tombstone and asks for the help of a certain feline. plz review this is my first story so give some feed back. CHAP 4 IS UP
1. Chapter 1

Disclaimer: I OWN NOSING!! All charecters are owened by marvel and the story isnt mine. just thought there wasn't enough of this couple on fanfic :P i added this story to the comics because i thought more people would find it here.

Title: Don't Steal My Heart (Take The Jewelry Instead)  
Fandom: Spectacular Spider-Man

Characters/Pairings: Spider-Man/Black Cat

Timeline: Set after The Spectacular Spider-Man 1x10 - Persona

Summary: Spidey and Cat do a couple things.

It wasn't a date. This was so obvious that it scarcely bore repeating, but Peter repeated it to himself anyway. He was not dating Black Cat. He was not on a date with Black Cat. Black Cat was a very naughty kitty who would probably make a horrible date, what with her kleptomania and her nymphomania and she probably had Hulkamania for good measure.

What Peter... what Spider-Man was doing was to take the Beatles' advice and get by with a little help from his friends. Specifically, the one who was a girl. Tombstone had been running him ragged with a conveyor belt of superbaddies. So Spidey was returning the favor by helping Cat with a shopping spree in Tombstone's mansion. Revenge was sweet.

So with the requisite banter out of the way. a grinding halt. "You want to steal from Tombstone!? Cat cried, her sultry and seductive voice suddenly neither sultry or seductive. He's the number one crime lord to watch in Manhattan. You steal from him, he'll torture you so bad you'll think it's a career".

They were sitting in the radio mast of one of New York's taller skyscrapers, leaving nothing above them but the stars. Which wasn't at all romantic.

"I think Silas already has me penciled in for that. But if you're scared."

Cat jumped from her perch beside him to wrap her knees around the steel bar above and hang down in front of him.  
"Scared? Me? I'm all alone with a man in a mask in the dead of night, wearing skintight Kevlar with the zipper down. Does that sound like something a scaredy-cat would do?"

"Yeah, but I'm short. And Tombstone is big and scary. So I can completely understand being afraid of me and not him."

Cat bent at the waist to get all up in his grill. "I was just thinking we could start small, like robbing J. Jonah Jameson of his underwear. and Mrs. Jameson of her pearls."

"Tempting, but I don't think the world is ready for Jolly Jonah freeballing it". Spider-Man shot a webline out past her head. "Don't worry, I'm sure I'll find someone to help me carry all those jewels. Maybe Diamondback is free tonight."

The Diamondback name-drop set her off. Mumbling something about copycats, Black Cat led him on a whirlwind Ocean's Two first act, getting everything set up to rob Tomby of everything but the color from his cheeks (but only because someone had gotten to that first).

Two hours later, they were ready. After a good luck kiss, she led him through the air ducts to Tombstone's inner sanctum. And if he had to follow someone on all fours, there were worse people he could be teaming with.

Then they were off and running. Cat seemed to gravitate to the most expensive items in the room, stuffing things into her knapsack after a moment's appraisal. Spider-Man stiffly stood look-out.

"What's the matter, Spider?" Cat asked, jangling a diamond necklace at him that could pay off Aunt May's mortgage ten times over. "Not up for a little grand larceny?"

"I'm doing this to get to Tombstone, not for personal gain."

"You're the mastermind, you should get a cut."

Before Spider-Man could offer a compelling, succinct argument about why he wasn't the mastermind, Tombstone entered. He was tying his dressing gown shut. "He'll get a cut soon enough."

Peter didn't need his spider-sense to tell him he was in trouble. The desert that had taken up residence in his throat was warning enough.

"Cat, think that's our cue to vaminos."

Black Cat wasn't listening to him. Black Cat wasn't listening to anything. She was just sleepwalking toward the biggest vault in the room. "So… _pretty_…"

Tombstone took more glacial steps forward. "Did you think you could come into my house, steal my possessions, and escape unmolested?"

"Nuts, how'd you tumble to our fiendish plan?" Spider-Man picked up the antique mahogany desk that dominated the office. "Go long!" He hurled it. For a split-second it went so fast that it whistled through the air.

Then Tombstone's parry reduced it to tinder. He gritted his teeth in rage as he realized what he'd done.

Spider-Man scuttled onto the wall, out of range. "Adult swim, Cat! All kids, out of the pool!"

Cat had a stethoscope trailing from a port in her visor to the safe. "Keep him busy. I'm almost done."

Tombstone ripped down the wallpaper, hurling Spider-Man down onto a Persian rug.

Holding his back, Spider-Man sat up. "Anything else you'd like? Lemonade? Caviar?"

"If you could keep it down, that'd be great. I'm having trouble hearing the pins."

Tombstone lunged for Spidey, who rolled out of the way. As soon as the Big Man had landed, Spider-Man wrapped him up in the carpet and webbed it shut. "I didn't know you played rug-by!"

Spider-Man had learned his lesson from his last tango with Tombstone. He made web-knuckles for his fists, hard on the outside but with a creamy nougat center so he didn't break a nail every time he punched ol' sour-puss's granite hide. When Tombstone burst out of the rug, Spider-Man was ready with a right cross. It actually rocked the big man back on his heels. The blows he landed were like wrecking balls smashing apart Lincoln's façade. Until Tombstone caught his left hook.

"Children's playthings." He tore the webbing from Spider-Man's glove. "This goes beyond business, son. You have made it personal."

"It was one of my twenty things to do before I turned twenty."

Tombstone jabbed his foe in the throat, silencing everything but the gagging. "I'll take pleasure in leaving your corpse so battered that no so-called superheroes will ever interfere in my business again."

Peter's vision went dark as stone fingers crushed his throat as easily as a styrofoam cup. He was just beginning to feel his windpipe give when a female form slinked behind Tombstone. He thought it was an angel. He couldn't have been more wrong.

"I know diamonds are a girl's best friend, but I'm partial to the golden rule."

Tombstone turned in time to spot the glimmer of the gold brick speeding toward his face.

"She who has the gold, makes the rules."

Tombstone fell, leaving Spidey stock-still in the same position he'd been throttled in. His slender chest was puffing in and out, recapturing air. Cat put a quick, but concerned hand to his throat to check his breathing. It was a little strained, but otherwise unimpaired.

"You okay, Spider?"

"Yeah. Peachy."

"Good. Gold is heavy and not all of us have super-strength."

***

They ended up taking ten gold bricks from the safe Cat had cracked. They dropped them into an abandoned building's "safety deposit box" (read: laundry chute). Tombstone they left nursing a headache… and a grudge.

Job done, Black Cat dusted her gloves off. The abandoned building was remarkably clean, at least in their room, and had a nice cool draft of air going through it. It was a relief to Peter's overheated body, and Cat's as well. She had unzipped her catsuit to a more comfortable level. The action exposed a swath of softcore skin that was pale enough to be deadly on a stealth mission.

"It'll take a while before the loot's safe enough to unload. How do you want your cut? Cash? Bearer bonds? A really big fly?"

She was popping her back, an act which delayed Spider-Man from speaking for a few moments.

"I did this to cheese off Tombstone, not to…"

"Spend time with me?" She cracked her last vertebra into alignment. "If the pleasure of my company is worth that much to you, who am I to nay-say? But it does tear me up inside to see you go home empty-handed."

He was neither going home or empty-handed for long, as she slithered closer to him and placed his hands on her hips. He was glad about the gloves. They kept her from feeling how sweaty Peter's palms were. That, and her pants. Peter was slightly less grateful about those.

She hovered closer to him, more like a dancing cobra than a cat. The serpentine motion slid her suit down her right shoulder, exposing the black brushstroke of her bra strap on her pale skin. She bit his mask where it rounded his chin and used her teeth to draw it upward.

Peter was transfixed by the intensity of this new feeling swelling within him. His mask, the safeguard of his identity, was being stripped from him inch by inch. But that was merely the lynchpin of an array of wild emotions. The only thing he could compare it to was an incomparably grander feeling of progressing to a new level in a video game he had mastered. There was the excitement and trepidation of the unknown, but there was also the invincibility of unswerving self-confidence, an awareness of all variables and the guarantee of a positive outcome.

She licked the dimple of his chin and the meager whiskers of what could become a mustache, then stopped. Her lips pursed inches from his. Her breath cool and sweet.

"Are you nervous?"

He adjusted his hands for a scandalously better grip on her waist. "No," Peter said, quite truthfully.

She smiled, but all Peter could see were her jade eyes pleasedly narrowed, as if he had passed a secret test. "You wanna go out sometime? My treat. I'll pick a restaurant where they don't mind wearing masks."

"It's a date."

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Well there it is the first chap! hope you enjoyed it theres plenty more were this came from. plz review. flames exapted. If you like to know who made the story and where to find it ask.


	2. Chapter 2

soo here it is

WITH IRON MAN GASP!

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Peter didn't even watch Entertainment Tonight. He didn't care about celebrity gossip, whether Lindsey was a lesbian or Kirsten Dunst was in rehab. Gwen had it on for background noise while they studied and the name "Tony Stark" flittered across his hearing. He gave quadratic equations a reprieve and looked at the TV. Maybe it had to do with Iron Man.

Peter's thought process: Stark -- Iron Man -- supervillain -- swing into action.

But it was just a puff piece on the new Yankee Stadium finally having its dugout completed. Tony Stark was taking a break from his Iron work in Symkaria to be the first at bat on the new diamond. "And if anyone could drag our Tony back into a tux, it's heiress Felicia Hardy, fresh from a Caribbean cruise with her BFF Emma Frost…" the anchor lady twitted on as the camera swung from the slightly bruised billionaire to the silver-haired babe on his arm.

Peter gaped. The hair, the motion, the jawline… the cleavage… it was Cat!

"Uck, she is such a skank." Gwen pointed into her open mouth in the universal symbol for 'gag me.' "Stark's twice her age! He could do so much better."

Peter was fixated on the TV. Tony's hands were all over Felicia. Such a beautiful name, Felicia… "She wasn't in the Caribbean, she was stealing from Tombstone," Peter mumbled. His hands curled into fists, as if he were possessively grabbing hold of her. "_With me._" And now Tony Stark had his arm around her, planted right on the small of her back, where one slip could lead it downward.

**We gonna stand for that, Tiger?** It was the symbiote. It sounded a little like MJ. **You saw her first.**

"Peter, are you feeling all right?" Gwen asked.

The symbiote wanted to come out and play. Trying to will it not to come out from under his outerwear was like trying not to bleed.

"I need some air."

***

"They let me keep the ball," Tony said, smugly tossing up the first baseball ever thrown in the new Yankee Stadium for Pepper to see.

They were in the new Monument Park, under the Batter's Eye Restaurant which was providing the free meal. Tony would've found it as stuffy as any other museum, only an obsolete Iron Man glove (damaged while punching the Titanium Man through, oops, the bleachers of the new stadium) was in a display with some famous catcher's mitts. Tony was still slightly worried… not that someone would steal it, but that a thief would set off the proprietary self-destruct. He probably hadn't used enough gunpowder… ah, well, having the only monument capable of making like a Michael Bay movie was pretty cool on its own.

"You think we should start a collection?" he continued. "First football of the Superbowl, first soccer ball of the World Cup. Could be fun."

"You hate soccer."

"We'll skip that."

Pepper rolled her eyes and made room in her purse for the baseball. She was wearing a conservative skirt-suit, having decided that for her, dresses and Tony Stark didn't mix. If only he would get a similar memo and stop wearing James Bond tuxedos. "Where's your date, Felicity?"

"Felicia," Tony corrected with a playful twist to his tongue. He purloined a martini from a passing waiter. "Probably touching up her make-up or something." He shrugged dismissively. "You know how girls are."

Pepper nodded with her customary sardonic sanguineness, slightly more sardonic than usual. "A little."

"Don't be that way. You're different, you're a wo-man." He put the slightest inflection on the last word; what she'd come to associate with his _Tony and Pepper, alone on a desert island_ lines. His voice a little deeper, a little more serious, a little harder to ignore.

"Uh-huh. Would you excuse me?"

"Sure. If you're going to the buffet table, see if they've brought out some more of those little shrimp things."

***

While Pepper was seeing about those little shrimp things, Felicia Hardy had found the door to the showroom unlocked (after picking the lock, of course) and snuck inside for a quick bit of "foreplay." She looked at herself in her compact. Perfect. Her scarlet lipstick contrasted and flowed with the rest of her body, working in concert with her blush and rouge and beehive hairdo to give her a completely different beauty than her real face (which happened to include a mask). Mostly Madonna, with a deniable level of whore. Like she didn't know where her evening dress was clinging. Thank goddess she hadn't gone with blue lipstick. Emma had her same complexion and she looked like a total hooker when she wore that.

She looked from her reflection to the Maria Stark Diamond, coincidentally cut in the shape of a baseball diamond and scheduled for a public viewing with the rest of the Stark Diamonds later in the evening. Her compact's sensor (she still couldn't get over how _Alias_ that was) had recorded the security system. Motion detectors and closed-circuit cameras. How quaint. She would've expected more from Iron Man.

"Looking for the powder room?"

Felicia snapped her compact shut. It was Pepper Potts, getting territorial. Felicia got into her personal space, taking her hands. It was domineering body language that usually made her target back down, but Pepper just squeezed in total contrast to her PR smile. Showing how much power there was in her small fingers.

"Pep, may I call you Pep?" Felicia gave Pepper's arms a winsome flap. "I'm so glad I got you alone, because someone needs to tell you this. You have a great body… why are you hiding it in that radiation suit?"

She took a step closer to unbutton the top two and bottom two buttons of Pepper's blouse.

"I know what you're thinking. 'I'm going to look like a skank.' It's okay, not all women can pull off skank."

She spun Pepper around, stripping away her jacket.

"And maybe you didn't learn this in community college, but showing your ankles isn't exactly daring anymore. It's not called a striptease because women take off their _socks_, after all."

She crouched down and ripped a slit in Pepper's thigh up to the waistband.

"And are those penny loafers? Oh, how horrid," she said blankly, a quick break from her rapid-fire patter in the same tone she might've used for learning that a stranger's dog had died of old age. "Here, take my Manolo Blahniks. I'll go barefoot. It's avant-garde."

Still gaping in disbelief, Pepper allowed her feet to be wedged into the high heels. Then she closed her mouth into the classic profile of her set jaw. "I went to _Yale_," Pepper replied icily. "On a _scholarship_." Then she smiled, as if they were making small talk. "Where did you go to college?"

"School of hard knocks. Spin."

Pepper felt herself being spun around like a rack of cheap paperbacks.

"Not bad at all, considering time constraints and what I had to work with. The dress, I mean, not you." Felicia licked her finger and pretended to singe it on Pepper's shoulder. "Oh, I think Mr. Stark will definitely be asking you to work nights."

Pepper's eyebrows shot up. Felicia had, in an unknowing moment of feminine camaraderie, slipped into her Black Cat tone. It made the quip sound like a come-on. Which it was, as always.

Pepper thought through what to say in typically quick fashion and settled on "So, are you coming back to the party?"

Felicia clutched Pepper's arm in excitement. "You're right. I have to show off my latest creation."

Pepper was dragged away back in the lobby of Monument Park, wondering what she had gotten herself into.

***

On the New York social scene, Pepper knew precisely no one. In L.A., they were a package deal. Anyone familiar with the Pepper Potts half of Tony and Pepper was worth their time. Tony, being Tony, hadn't thought to introduce her to anyone. But Felicia more than made up for that oversight, glad-handling Pepper with so many debutantes and local celebrities that even her vast memory was taxed by their names. It wouldn't have been that bad – for a crazy person, Felicia made a great hostess – but the heiress kept toying with her hair and holding her, at the hand or at the waist. Pepper suddenly had a vivid idea of what it was like to be Tony Stark arm-candy. Only Tony would never be so handy…

Pepper extricated herself from the offending arm, then said (mock-) apologetically. "Excuse me, I have to get some air."

Felicia raised a provocative eyebrow. "Alone?"

Felicia nodded understandingly, and went to catch up with an old friend.

Pepper found Tony encircled by his adoring public, who were being regaled by an Iron Man tall tale. Pepper dimly recognized it as his fight with the Mandarin, although she didn't remember there being a giant alien dragon.

"So I just look that dragon square in the face and say "Look, I don't care if you were born without genitalia, you're a fifty-foot gecko in purple pants. Who're ya gonna screw, Hillary Clinton?'" Tony, too classy to laugh at his own jokes, remained wryly stone-faced as his audience did it for him.

Pepper added a dry "Ha. Ha." to the chorus before motioning Tony to the privacy of a vintage batting cage. Tony bid his audience adieu and grudgingly allowed Pepper to shepherd him away. A mystery novelist was slugging away inside the cage, so they stood in back of the pitching machine where the sound muffled their conversation.

Tony took the opportunity to sneak some hooch from his hip flask. "What's so important? That redhead was liking it Stark."

"You already have a date."

"Oh, yeah." Tony's face scrunched up like a schoolboy faced with a pop quiz. "Is she pretty?"

Pepper swiped his flask. "I think you've had enough."

"That's theft. Aren't you only supposed to steal office supplies?"

"Arrest me, superhero." Pepper took a dainty sip, solely to put him at ease. "Speaking of theft…"

"You look great, by the way." Tony did his art critic act, tapping his pinky against his chin, then leveling said digit at her. "Did you do something with your hair?"

At the mention of her 'makeover,' Pepper's growl and blush canceled each other out. "I think Felicia… _your date_," she added to stymie Tony's confusion, "is casing your jewels."

"That's why I have a condom in my wallet. Two if she's roadside."

"No, I mean the family… diamonds." Pepper rolled her eyes on herself. "Did you know she's been in every city where the Black Cat has committed a robbery?"

"So you're saying there's a chance that at night, she dresses up in black leather and…"

"I see where you're going with this," Pepper interrupted, arms crossed into their usual defensive stance against her boss's libido. "And before you even start, I'm not jealous."

"Never said you were."

"And I am not protesting too much."

"Good to know."

Pepper took a much larger swig from Tony's flask.

"If it makes you feel any better, I promise to keep a close eye on her. Two, even."

Pepper tried for another swig, but the bottle was empty. Smarting with shame, she handed it back to Tony.

"Thirsty? You can have my drink." Felicia appeared at their side out of nowhere to press a drink into Pepper's hand. It was done with the same firm grace that had already introduced her to a dozen and a half corporate titans with no idea who she was. "Tony, I took the liberty of getting you a vodka martini on the rocks."

Tony stroked her hand as he took the drink. "You should take more liberties with me."

Pepper would've made a break for it then, but Felicia wound an arm around her and Tony, practically cinching them together.

"Oh, I can just tell we're going to be the very _best_ of friends."

***

Spider-Man swung on symbiotic autopilot through New York. He was too angry for acrobatics or a clever internal monologue or to remember that he wanted to go to the new Yankee Stadium, not the old one. That just made him madder. It was all Tony Stark's fault.

At long last, and surrounded by a halo of mumbled curses, Spider-Man found the party. He threw open a window with his feet as he swung in. The strong breeze he let in further dramatized his entrance.

He landed in the rafters, one arm and leg bared threateningly. "**Tony Stark!**"

The sea of tuxedos and evening dresses subtly, unconsciously parted around the wall-crawler's target. "No, I'm his evil twin brother, Tommy Stark. I think you may have the wrong gala."

Tony was a head taller than Peter, so when Spider-Man jumped down he shot a webline back up to dangle him right in Tony's face. "I'm tired of you getting all the glory for wearing a billion dollar tank. Anyone could be a hero in that thing."

"Fashion envy from a fellow superhero?" Tony tsk-tsked. "I don't get it. The all-black look… the white spider… classy in a _Hot Topic_ sort of way. If you were a goth chick, I'd…"

Spider-Man grabbed him by the hair and shoved him down to his knees. "I know _exactly_ what you'd do, you disgusting chauvinist!"

"I was going to say compose angsty poetry, before you went all feminist on me."

Spider-Man let him up. Then the wall-crawler stripped off his glove and slapped Tony across the face with it. "Ma chère, I challenge you to a duel!"

"Ma chère is French for woman, you idiot!"

"Oh, I'm well-aware of that."

Tony slowly rubbed his jaw. Pepper took his right arm – "Tony, don't do anything stupid." – as Felicia took his left arm – "He's just a dumb kid, come on…"

"Mind if I cut in?" Then Spider-Man shot out a webline that snagged Felicia's dress. He yanked her over his shoulder and started ascending back up his webline.

Felicia flailed her fists on Spider-Man's back as she was pulled up into the darkness of the rafters. "Tooooony! He got his _goop_ on my _dress!_ Kick his ass!"

Tony slowly took off his jacket, although it was more for effect than actually having anything under it. "Okay, I like to consider myself a reasonable person, intelligent and patient. That's why I built a killer robot suit for dealing with pests like you. Just give me half-an-hour to go and get it—"

"Take your time." Peter was very much liking having Felicia Hardy in hand.

"Set me down, jerk!"

He did. This high up, they were out of earshot and even mostly hidden from sight. It was a good thing, too, as anyone watching would've been a mite suspicious with how easily Felicia balanced on the ceiling beam.

"What's with the damsel in distress routine? You wouldn't happen to have a slightly evil twin, perchance?"

"It's called a secret identity, jackass. Thanks for nearly blowing it!"

"Uh-huh." Spider-Man jerked a thumb down toward Tony Stark, who was on his cell-phone. "What part of your cover is that?"

"Beard?" Felicia spoke teasingly thoughtful, a small smile perching on her lips. "It's good to see you again."

"Oh, uh…" Peter blushed under his mask "Thankee."

"This whole alpha male act of yours is actually a little cute. And putting away all of the Sinister Six?" She fanned herself, then leaned in closer to him. Peter bent back at the ankles to give her space. "What do you do for an encore?"

"Well, I, uh, _uhhhh_… hadn't actually thought that far ahead. Hey, stop that!"

Felicia paused in her crawl across Peter's body. "Stop what?"

"You know what! You're all about the teasing, but then we going somewhere with the cheesing, and you bugged out to a yacht with Emma Frost. Not that I blame you, she's a looker, but what happened to 'let's go on a date somewhere they don't mind wearing masks'? I liked that plan, that was a good plan."

Felicia ran a hand through her hair, now backing off Spider-Man. She straightened her dress a little. "I'm not a real fan of commitment. I don't get why we have to make a big deal of it," she said, downcast. She toyed with her shoulder strap, smiling again. "We can be… friends, without having to be exclusive."

Spider-Man sat back against the rafter. "Why do women keep saying that to me? First Mary-Jane, now you…"

"Who the hell is Mary-Jane!?"

***

Tony made a mental note to transform his gawking expression into a square-chinned "heroic determination" look. It just read better. A second or two after Spider-Man and his date had disappeared into the shadows, he jerked his cell-phone out and hit speed-dial. After a few moments, Rhodes picked up.

"Hey, Rhodey? It's me. No, Tony. I need a favor, where are you? Okay, screw that, I need you to go to my apartment and bring me my portable Iron Man armor. There's this set of suitcases, they have this cool logo by the handle... Take the pick-up, you'll need the space… no, no, it's not going AWOL. Just… excuse yourself. High school students can excuse themselves. Tell them you need to use the can. Come on! All right, tell them it's for America's safety. Well, no, but it might be in the future. It sets a good precedent. He kidnapped my date. Yes, I know her name, it's…"

Pepper mouthed 'Felicia.'

"—Felicia. Okay, good. And could you pick up a Slurpee or something on the way here, all they have is this mildly ticklish fruit punch… hello?" Tony put away his cell-phone. "He's on his way. Pepper, with me."

With that, he determinedly strode out of the room, while the eavesdroppers stood around to watch Spider-Man and Felicia sitting in the rafters. Their legs were dangling into the light from where they sat side by side, swaying a little.

Outside, Tony stopped and sat on the curb. "This is going to be boring."

Pepper stood by him. "You could just go to your hotel yourself."

"I took a limo. I told him he could come back in three hours. What do you want me to do, hail a cab?"

Pepper raised her hand. "TAXI!"

***

The cab and pick-up truck pulled to a stop in an empty parking lot. Rhodes confidently swung out the door like a truck commercial hero. Tony reeled out of the taxi, briefly going down on all fours before getting up and brushing himself off. Pepper followed after apologetically paying the cabbie.

"People actually ride in those things!?" Tony demanded as he tried to shake himself loose of the smell. "Because I just got the impression that it was some kind of intimidation thing, like a pillory in a medieval town." He noticed Rhodey, though his train of thought continued to be an express. "Rhodey, you remember that sick yak in Tibet? It smells exactly like that. It's actually kind of intriguing, scientifically speaking. You should take a whiff."

"I'll pass. Your armor's in the back."

"Cool." Tony was already pulling off his tuxedo to unlimber the skinsuit underneath. "Anyone wanna stick a dollar in my garter, make me feel special? College doesn't pay for itself, you know." He kicked off his dress shoes and pulled on the jet boots.

Pepper and Rhodey exchanged long-suffering looks, then Pepper made a chopping gesture at the colonel. Translation: Your turn.

Rhodey forced himself to lean against the pick-up casually. "Tony, are you really sure you want to put a suit of two billion dollar armor on just so you can settle a feud?"

Tony waved at his ear like there was a fly near it with an already-gloved hand. "It's no different than drag-racing the jerk who cut me off in traffic."

"That's how you totaled the Aston-Martin."

"And now I have an Audi." Tony slipped on the chestplate. "See how fortune favors the bold?" He pulled on his helmet and the red boots, gloves, and chestplate unleashed a liquid swarm of nanobots that quickly constructed the flexible golden armor connecting them. "Now if you'll excuse me, I have a spider to squash. If you need me, I'll be grabbing the world's biggest newspaper."

He flew off with a dramatic flare of his repulsors. Pepper and Rhodey watched him disappear into the night sky, just another star after 2.5 seconds.

"You need a ride back?" Rhodey asked.

"Do we have to listen to country music?"

"Yes."

"Can I ride in the back?"

"No."

***

"Seriously, she's just this girl I know who I took to the Spring Formal."

"Uh-huh." Felicia crossed her arms. "And what's the Spring Formal?"

"It's this _dance_. Obviously. It was before I even met you."

"So, are you still seeing her?"

"Of course I'm still seeing her, we're friends, she goes to my school!"

"But you're not exclusive."

"No."

"So she just lets you run around with whoever you like while she runs around with whoever she likes? What a slut."

Spider-Man was about to launch into a very well-thought-out dismantling of Felicia's jealousy when a repulsor ray kicked him in the back, pinged him against a pylon, and let gravity drop him to the buffet table. Iron Man hovered down to a still-jealous Felicia. His faceplate opened. "Kiss for luck?" Tony asked.

Felicia gave him one and two and three, eyes open to make sure Peter was watching.

Spider-Man leapt to his feet, stepping in the egg salad. He shook his foot off. "Hitting a man when his back is turned. Just about what I'd expect from you."

Iron Man lead-weighted down to the ground in a crouch. "Yeah, I've had three martinis, so I'm really not in the best headspace for all the witty back-and-forth. So would it be okay if I just kick your ass?"

"That sounds really weird when you have your Darth Vader voice on. Say 'rubber baby bumper rumper room.' C'mon, it'll be funny."

"You know what else is funny?" Iron Man fired another repulsor ray. This time, Peter was listening to his spider-sense. He dodged out of the way. The repulsor hit the north end of the table and catapulted its contents into the air. The audience was splattered like the first three rows of a Gallagher show. "Sorry, folks."

Spider-Man jumped onto a pillar alongside him. "Relax, it's probably a great exfoliant. Just like this." As per tradition, he gave Iron Man a faceful of web. Tony ripped off the webbing and a coat of paint to see a dark fist cleared for landing. It sent him somersaulting back, but he recovered in time to see Spider-Man flailing his hand in pain.

"Too bad you're not wearing state-of-the-art armor," Tony mocked, before one of his helmet's glowing eyepieces shorted out. He conked the side of his head to get it working again. He was invincible! The Invincible Iron Man… catchy. _Note to self: Call marketing division._ "Face it, Spider-Man, you're strictly small-time, while I'm the cream of the crop."

Spidey shot out a webline that blotched harmlessly on Iron Man's ankle. "I like my cream whipped!" With that, he threw Iron Man around by the webline, cratering the floor and walls and ceiling before pitching him out the window. "And **stay out!**" He roared.

The entire crowd listened to the slide-whistle of Iron Man's descent. With a collective wince, they heard glass smash and a car alarm go off. And a cat yowl. And chimpanzee noises.

Spider-Man scratched his head. "Maybe next time I should aim around the sound effects factory."

A trumpet wailed mournfully: _Wah-wah-wah-wahhhhhhhhhhhhh…_

Victorious, Spider-Man slid down on webline to hang by Pepper Potts. "Pretty slick, huh?" Spider-Man pretended to buff his nails against his shirt. "That is how winners win. So, Red, what's your sign? Slippery when wet or dangerous curves ahead?"

Pepper invented an entirely new brand of disapprovingly crossed arms. "You should be ashamed of yourself. Everyone was having a good time and then you came and started trouble for no good reason."

"A-ha, that's where you're wrong. Because I preserved a young lady's virtue here today."

"_Help! The Stark Diamonds have been stolen!_"

Spider-Man took a long look at the woman who had just burst out of the showroom, daring her to admit it was a bad joke, then looked sheepishly to Pepper. She nudged Rhodey, who had just run in with the panting expression of someone about to ask 'What'd I miss?' (parking was a bitch at the new Yankee Stadium). He crossed his arms too.

Peter received a double barrel of what Tony Stark had had a lifetime to build up an immunity too. "Okay, now I feel slightly embarrassed. But the important thing is that I cock-blocked your boss. And that was the evil scheme of the Chameleon! Ha! You all thought I was Spider-Man! Foolish mortals! And now to make my getaway! By running, not by web-swinging, since that is not my preferred mode of travel."

Rhodey watched Spider-Man run for it. "Damn, I hate the Chameleon."

***

Spider-Man web-slung hurriedly away from the scene. His knuckles twinged. Every now and then on a transfer he would brush the fingers of his other hand over the knuckles that had dented Iron Man's faceplate, paining himself all over again. The symbiote had misled him. Gotten him into a stupid fight. He would've thumped his head against a wall if he had time.

"We do make a good team." Black Cat swung by him. "Couldn't have done it without you, Spider."

Diamonds were overflowing from her belt, peeking out of her cleavage, strung around her neck. Spider-Man grabbed hold of her line and hung next to her on their arc. "Give them back."

"Well, since you asked so nicely… no." She detached her grapple-line and grabbed hold of Spider-Man as they fell. Spider-Man shot out a new webline automatically. As they swung, pressed against each other, Peter felt her warmth burning through their clothes to his skin, and the hard edges of the diamonds jabbing into him. "But you do deserve a reward."

Her hand flowed along the curve of his head. His mask pulled back from her touch to expose his skin. He had to will the symbiote not to reveal all of his face. Her hand was shockingly warm; she wasn't wearing a glove. Her fingers tickled the fuzz of his cheek and chin before she kissed him.

It took so long, and yet was over so fast, that Peter found himself swinging back on the same webline when their lips parted. Felicia was still hanging off him.

"You're getting better," Felicia said, opening her eyes to show a pleased look in them. "Bet Mary-Jane never did half so much."

"We did only dance."

Cat leaned back, laughing. Her weight (she was rather top-heavy, clearly) pulled them into a spin.

"And what do you think we're doing?"

Peter felt heat rushing down not only into his groin, but into his muscles to reenergize them like a sugar high, bringing his eyes into microscope-sharp focus and carrying the scent of Felicia's perfume deep up his nose. Okay, the metaphor didn't really bear up for that last part, but he was still tripping hard.

"So, dance partner," she straightened, like a gancho from ballroom tango, "have you got a name or just a set of baby blues?"

Peter blushed. That was about the only thing his mask hid; the eye-shields had totally disappeared. Peter wondered if it had anything to do with 'getting a closer look' at Felicia.

"I'm not sure I'm quite ready for that."

"Only one way to find out. Why don't we start at first base? Middle name, mother's maiden…?" She broke off. "Your goo is sticking to me."

"Oh!" Spider-Man looked down. His symbiote was hooking into the threads of Felicia's costume like Velcro. "That's never happened to me before."

"Don't worry, it happens to a lot of guys… with suits made out of slime… ick."

"Uh, yeah, does your utility belt have some napkins or something?"

"I'm kinda getting into it now… it's like a deep-tissue massage. HEY, HEY, SLIME! SLIME IN NEW PLACES!"

Spider-Man dropped Felicia, who had naturally relaxed her leg-hold on his waist. She dropped until he shot out a webline to catch her. It hit her foot, went taut, and up-ended her so fast that the Maria Stark Diamond popped out of its hiding place between her breasts.

Iron Man caught it. "I'm not all that surprised, but to be honest, I was expecting silicone." He looked up at Black Cat's face. She gave him a wide smile. "You look a little familiar."

Black Cat slapped her forehead. "That's because I'm…"

"The notorious cat burglar, Black Cat!" Spider-Man cut in. "As you can see, I have captured her, and am taking her to the police station. Hey, why don't you do me a solid and take these diamonds back to that baseball thing?" He gave Black Cat a shake and more diamonds fell out for Iron Man to catch.

"Thanks. You wouldn't happen to have seen the Chameleon come by here by any chance, would you?"

"Nope!"

"No!"

"Good. If you see him, tell him I'm looking for him."

"We will do that," Spider-Man assured him. "I mean I. I will do that. Cat won't, because she'll be in prison. I mean, Black Cat won't. The Black Cat will not. Sometimes I call my rogue's gallery by nicknames? It's just a thing I do. Doc Ock instead of Doctor Octopus. You ever do that or is it just me?"

Iron Man stared hard at Spider-Man.

"I hit him really hard on the head," Black Cat said.

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anyone think that there should be a fic where felica should molestets hell out of Peter? just wondering :D


	3. Chapter 3

Well here's the 3 chapter im probably going to take a small brake for just a wii bit.

After this don't be surprised if it goes M :P....... ive never written a lemon before but what the hell.

Please enjoy....

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Felicia looked at herself in the mirror as she combed her thick mane of white hair. It was so pale that it had gotten her teased in her early years. But as she'd matured, it had come to suit her. Her body had caught up to the awkwardly coltish limbs of her adolescence, her chest had filled out, and her face had lost its baby fat. All the disparate elements had been unified into the beautiful package before her, gracing a bra, panties, and garters like they were royal jewelry, a watery robe quote-unquote "covering" her.

The entire penthouse had come to suit her; the pomp and circumstance of her birth, supplemented with a few mementos she'd pilfered. It was an eclectic mix there in her inner sanctum, pretty things and paintings and diamonds and that one issue of the school paper that had printed one of her poems back when she wanted to be the next Joyce Carol Oates. But she couldn't feel comfortable in her little oasis, and it had everything to do with Spidey's disappearing act.

She unhooked her bra in the back and ruffled her hair into a French New Wave state of dishabille. Her lips soared from a pout to a knowing smirk. At will, her eyes went from the mannered boredom of someone who had seen it all before, to a keen and almost predatory interest. Yes. With a look like the one in the mirror, she could have any man she wanted. So why did she want a Spider-Man?

She sighed, and in her mind her melancholy was an epic thing, the sort of lovely anguish that would drive any man to comfort her. To wrap his big, strong arms (or spindly, but still strong arms) around her and kiss her tears away. She guessed the reason she wanted Spider-Man it was the same reason she stole things she could easily buy. Felicia Hardy just had a problem playing by the rules.

The patio doors exploded open, slamming against the walls with glass-rattling force. She twisted her head to face the empty balcony. "Spider!"

There was no one there, just the city lights shining past the balustrade. Felicia stool up from her vanity, pulling her silk robe closed. Then she let it fall open at the crotch, her long legs going bare as she walked out onto the balcony. "Spider, you shouldn't leave the door open. It's cold out here. And I have no one to keep me warm."

He touched down behind her, as quiet as a moonbeam. "The jails have plenty of heating."

She turned only her head, hiding her front from him. The robe was diaphanous enough to show the open catch on her bra, the proud line of her spine, and her heart-shaped ass through the billowing of her robe's lower half. "You're not on that law and order kick again, are you lover? You're _so_ much more fun without it…" She pivoted all the way around on her heel, arms held over her chest both coquettishly and peevishly. "Red and blue again. Guess that makes you the good twin." She held out her hands, palm-up and joined at the wrist, then leaned forward to give him a look down her slipping bra. "So, did you bring your own cuffs or should we use mine?"

He grabbed her, but only to buckle her bra.

"You're serious about this, aren't you?"

"I've had my eyes opened. It's Spider-Man, new and unimproved, and I don't let criminals go free."

"I always considered myself more of a rogue, but I take your point. Mind if I try a hand at opening your eyes?"

He crossed his arms.

Felicia sighed and rubbed her translucent robe between her fingers. "Mind if I change into something more modest, or does the new and unimproved Spider-Man like to drag women to jail in their unmentionables?"

He stared at her through his mirrored eyepieces. "No tricks," he tapped his forehead, "or I'll know."

"You mean your spider-sense isn't tingling already? I'm insulted." She slunk her way behind her dressing screen, where she angrily ruffled through her wardrobe. Bastard was playing hard to get _hardball_. "So, your eye-opening experience. Tell me about it."

"Why should I?"

"It's landing me in prison. I think I'm owed a 'Dear Joan'."

Spider-Man shot a webline up and twisted into his customary upside-down Zen pose. "That alien goo you tried to steal? It was not only alive, but sapient. It got into my suit, then it got into me. The symbiote fed on my negative emotions until I showed it the door."

"So the suit groping me wasn't just you, it was an alien three-way?"

She could tell he was frowning. "If you want to be gross about it. Like I said, it fed on negative emotions, so I hit the symbiote with positive emotions to force a separation. Family, friends…"

"Lust?"

He looked at her sharply through the screen. She poked her head and bare shoulders out. "Just asking."

"You were in the friends category."

"You're welcome for the assist," she chirped playfully. "And after you and your hot, hot memories of our love life drove the beastie off…"

Spider-Man worked the webline between his fingers, coiling it around his knuckles with tension. "It got into Eddie. Started calling itself Venom. And then it went after my loved ones."

"_I_ don't recall any visit. This is the most insulting arrest I've ever been through."

"You really need to be wearing pants soon."

With a "hmph!", she went back behind the screen. "So what'd you do about Venom?"

"Tempted the symbiote back to me, then force-fed it some good vibes."

"You little tease, hitting that poor lovelorn goop with a Care Bear Stare… so then you decided the celebrate the victory of you and our sexy memories by busting me?"

He pointed at her. "You're a criminal."

She raised a hand above the screen and pointed back at her. "Look who's talking, vigilante."

"It's not the same thing!"

"Of course it's not. You cause thousands of dollars in property damages fighting monsters who wouldn't have even been created if it weren't for you, while I steal things that are easily covered by insurance. And I give a share of my profits to charity. Can you say that?" She angrily turned away from him and buried herself in the clothes drawer.

He put a soft hand against the screen. "Do you really?"

"Well, no," she admitted. "But I'm sure you could persuade me to."

Spider-Man threw his hands up, or down depending on how you looked at it. "God! You are impossible! I am so glad you are going to jail where I don't have to put up with you!"

"Yeah, about that…" She stepped out from behind the screen in a baby doll which clung to her body in waves of simultaneous reveal and concealment. A diamond necklace dangled over her mostly bared breasts, accentuating the down-curve of her cleavage. "You're a controversial vigilante, I'm a respected society girl. How are you going to prove that I've even heard of the Black Cat?"

He grabbed the diamond from her neck. "I'm sure the Mayor will be very interested in how you got your paws on this."

Felicia smiled and pulled the necklace back, modeling it above her breasts. "It does look much better on me though, don't you think?"

Spider-Man dropped down from the webline, landing and rising in dead seriousness.

"Okay then, maybe I'll go with a choker." She tossed the diamond necklace off the balcony. Spider-Man jumped after it.

By the time he got back with it in hand, Felicia was on the phone to the police. "—and then he said he'd say I took it unless I let him do things to me! Horrible things! Horrible things of unspeakable perversion!" She paused, then resumed in a hysteria-free voice. "Up the butt." She paused again. "Yes, I'll hold."

Spider-Man stared at her, jaw obviously dropped even under his mask. "You are the Devil!"

"Did you see me name myself the White, Fluffy Cat?" Sirens blared outside. "I think that's your cue to exit, stage right."

With a growl of aggravation, Spider-Man grabbed Felicia and swung away.

***

"Well. Kidnapping. You're becoming quite the menace. I don't suppose there's a chance you'll move up to indecent exposure?"

Spider-Man had taken her to a skyscraper and webbed her to the radio tower. The wind whipped at them both, rippling her dress, making him rub his hands together for warmth. It seemed such a weird moment of fragility for him, a reminder to Felicia that for an imposing presence of justice he was pretty short.

"There's no way the police will believe I planted all that stuff," he said, his breath fogging through the mask.

"Just like there's no chance Iron Man will believe that the Chameleon karma-karma-karma-karma-karma-cock-blocked him? I'm rich and cute, people will listen to me." She smiled at him. "Though I'd rather they didn't. Didn't have to. Ugh." She stuck her tongue out. "I'd rather not frame you, is what I'm saying."

"No. You're going to confess what you've done."

"Or what? You'll call me names?" She wiggled. "Spank me?"

He rubbed at his face in irritation. "Why?"

"Because nipple torture seems a little extreme for a first date."

"No, I mean…" he grabbed the struts of the tower by her waist and pulled himself close. "Why do you steal stuff? It's not like you need the money."

She shrugged. "It's fun. And risky. And harmless."

"And you never thought someone could get hurt?" Spider-Man asked. Felicia snorted in derision, turning her head aside, and he pulled her back to face him with surprising passion. "That you could get hurt?"

"I'm not the one risking my life to save strangers," she spat back, a treble entering her voice.

"At least that means something. What are you risking your life for?" He held up the diamond necklace. "This?" He threw it aside. "That's nothing. Just a hunk of carbon subjected to intense heat and pressure, artificially overpriced by the diamond industry. It's _worthless_."

She looked down. "It's _something_. What else is there? Stay in school, don't do drugs, meet a nice investment banker and pump out 2.5 kids. Poor little rich girl, I know… but the only reason I even have this life is because my father stole it. It's the only thing I'm good at."

Spider-Man's fingers were still on her face, the only warmth in the cold night. "I can't arrest you. I just can't…" He began tearing the webs loose. "You're not bad in a fight. Ever heard the expression 'send a thief to catch a thief'?"

She stepped out of the webs, quickly away from him. "What are you saying? You want me to be your sidekick?"

"Partner. Although your name would come second on the marquee." He laughed weakly, in enunciated words. He could see she wasn't buying it and for a moment his body knotted with frustration, like he was trying to convey something of immense importance but couldn't put it into her language. His fingers steepled on his temple. "It would never work out between us anyway. Gwen loves me."

Felicia was offended on her own behalf, on behalf of women everywhere. "And do you love her?"

"Well… Venom said he would go after the one I loved the most, and he went after Gwen, so--"

"So you're just going to let your love life be determined by a sinister alien life form? That's no way to run a relationship. Who is Gwen anyway? Is that your pet name for Mary-Jane?"

"No, they're different."

"Who are you under that mask, Hugh Hefner?"

It happened so quickly that Felicia almost didn't see it. It was like his mask just disappeared, teleported into his limp hands, held around his waist where it sagged with each half-hearted gesture. With his other hand, he touched his face as if even he was surprised to find it there. Under the mask, the man was boyishly handsome, with clear eyes, dusky hair, and a tentative smile like a schoolboy waiting for approval.

"My name is Peter Parker. I'm…"

"A kid! You're a kid, I've been perving on a kid." Felicia tore at her hair, visions of _All-American Girl: The Mary Kay Letourneau Story_ dancing in her head. What would hers be? _Thief of Hearts: The Felicia Hardy Story_? "I'm like one of those college guys that go after high schools girls!"

"I'll be sixteen in May," Peter said helpfully.

Irascibly, Felicia felt hot tears escaping her eyes. Spider… Peter had gotten her, related to her, loved her a little bit. It was only fair that he compliment her under the mask as well. Be handsome and charming and _mature_, goddamnit! Instead, her perfect man was a _boy_! What did that say about _her?_ "I really liked you," there was a pause "I, I, loved you," she confessed with the truth you can spare when the relationship is over.

A moment passed, a warmth encompassed her, and Felicia realized she was being held in the spindly, strong arms of her dream guy.

"I really like you too."

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HAHA thought id end it and make them go there seprate ways. well on you behalf i didn't plz review on what u liked and disliked.


	4. Chapter 4

Hey, remember when I said what would u guys think if there was a fic where Felicia molested the hell out of Peter?

So... yeah.

Peter was having a jinx day, not to be confused with a jinxed day. Everything was so peaceful and tranquil that he was afraid to think too hard about it for fear of jinxing it. His rogue's gallery was in jail, Aunt May was in perfect health, and even his grades were good. The only real problem he had was in the relationship department. Ever since he and Felicia had broken it off, his days had been lonely. Not to mention his nights…

But there was nothing to be done. She was twenty, he was sixteen. Clearly, getting together would be weird and weird and… weird. Peter shot out another webline and swung low over Broadway. Still, he would miss having someone to share _this_ with. If only there were something to take his mind off--

The sound of glass breaking exploded the evening's peace. Close by, too. Spider-Man switched from his leisure swinging to a more strenuous speed. Soon he could see the jagged edges of a broken window pockmarking a skyscraper. An alarm was ringing and he could sense motion inside the building, but his spider-sense didn't even ping. Weird.

Spider-Man landed on a high perch where he had an overview of the situation. Quickly he picked out the cause of all the trouble, shaking off pebbles of glass as she ran from rooftop to rooftop. _Felicia_.

Peter swung down, landing dead in front of the Black Cat. He tracked her bob of white hair as it shook to a stop, the rest of her coming into focus as his eyes adjusted to the darkness. She had been smart enough to flee down a path isolated from the city lights. Just not smart enough.

"Spider," she greeted sultrily, but still surprised. "What's a nice guy like you doing on a rooftop like this?"

"Walking you over to the lost and found. I heard you had something that doesn't belong to you."

Felicia shrugged. "Girl's gotta eat. Besides, that was Hammerhead's HQ. Surely you don't mind me slipping a little change from _his_ pocket?"

"Come on, Cat, I thought you were past this. It's a slippery slope from Robin Hood to Bonnie & Clyde."

"There was a time you wouldn't have minded going down my slippery slope."

He couldn't do this anymore. The innuendo felt cruel when he knew it wasn't going anywhere they could go. "I was different back then. Remember, alien lifeform, symbiotic relationship, slimming black costume? And… I don't wanna see you get hurt."

"Ahh, boyfriend didn't work out, so now you're gonna be my daddy? I can take care of myself."

"I know that," Peter said, smarting. "I just worry, that's all."

"You're not my mother, either." Black Cat grabbed her head as if trying to ward off a migraine. "Sorry, sorry, I'm going about this all wrong? Can I start over?"

Without waiting for an answer, she pulled her zipper all the way down and slipped out of her catsuit, leaving her in nothing but her mask and a pair of panties.

"Whoa," Peter said dryly, Felicia smiling at the surprised timbre in his voice. "Never had that effect on a woman before."

"Maybe you just needed to meet the right woman." She snapped the waistband of her panties. They had a Spider-Man webhead on the crotch. "See anything familiar?"

"Are you going to throw those at me?"

"Only if you earn them."

Spider-Man shook his head curtly, and a bit sadly. "Listen, Cat, it's been fun seeing you again – a whole lotta fun – but we have to face facts. Obviously, we're completely incompatible…"

She strutted toward him. "Sexually?"

"Okay, not sexually incompatible. But you can't base an entire relationship off sex."

She rested her chin on his shoulder, putting her body in contact with his at all the salient points. "Not even really, really hot sex? I'm talking wall-banging, here."

"Someone's going to see you."

"I'll understand if you're seeing someone else. I cut and run, it's true. But I'm back and I realize…" Felicia hugged herself, then sneered like he was a jerk for making her say it. "You mean a lot to me, okay? Are you really going to turn your back on that because some politician says you're not ready? You're the bravest, most mature, most responsible person I've ever known. I've known thirty-year-olds who are less grown up than you are. And it can't be easy that no one realizes just how wonderful you are." A bit sheepishly, but quickly regaining her confidence, she pulled her catsuit back on. "Come to the harbor tomorrow. I'll be in my yacht. We can take a cruise, just the two of us." She zipped up her catsuit. "See you tomorrow, lover boy."

Despite the pounding of his heart, as Peter watched her sashay her way off the roof, he thought he could definitely get used to her calling him that.

***

Seeing Cat again just made his ennui worse. Well, Peter wasn't going to go into this half-cocked (even he winced at that pun). He did some research online and decided there really wasn't much risk to his psychological health that he couldn't get from fighting monsters and sociopaths all day. And he really had to be on the watch-out for PSTD.

Then he looked into venereal diseases. Googling that was a bad idea. He got some pictures of genital warts that made him sure he would never get an erection again. Of course, five minutes later the image of Felicia's nude body swam back into his head and he was off to the races. He seldom indulged in masturbation (well, not that he knew what the baseline was, but it wasn't something he did every hour, on the hour like some guys he could name), but now there was a tent in his boxer. He wasn't sure whether to manually settle things or save it for Cat, so he settled on a long, cold shower. That did the trick. Worst case scenario, he could always look at some more genital warts.

Peter doubted that Felicia had any sicknesses, given how careful she was about stealing stuff… okay, not the same thing… but he went to the drugstore to pick up some condoms anyway. For once, the Parker luck left him the hell alone. He didn't run into Gwen or Mary-Jane or anyone. He just paid for his condoms, stuffed them in his backpack, and got the hell out of Dodge.

Then he remembered hearing about how hard they were to put on, especially during sex ed class which had put Peter off banana pudding for all time, and so he spent about half an hour in the bathroom practicing putting them on. He was just getting the hang of it when he realized he had used up half his packet. Maybe he should've tested with the same one instead of trying new ones each time (though using the same one seemed… unsanitary. The whole process seemed unsanitary. He was unclear on how people avoided pausing mid-coitus to wash their hands).

The next morning he carefully slotted four condoms into the spaces in his wallet where he was supposed to have credit cards. He hoped it would be enough. There'd been times, usually after spending a lot of time with MJ, when he'd been horny enough to whack off, waited five minutes, then had to go again. But four seemed like a decent start, if anything did happen, not that he was resolved to anything happening, but he was planning for the unexpected.

She might also be a shapeshifter setting a trap, so he packed his costume and web-shooters. Besides, there'd been times she'd implied she would like if he had his web-shooters on hand… or maybe that was just referring to _the_ web-shooter. It all seemed impossibly complex.

He showered, showered twice, then put on his Sunday best and headed off. It wasn't until he got to the harbor that he realized he had no idea where her boat was. He shouldn't have worried. She was standing on the pier, dressed in a red and blue two-piece. She looked like a goddess stepping down into a grungy world of fishermen and diesel oil, and unfortunately ruining her spaghetti-strap sandals. She gave her a big smile and gestured for him to come over… no, to _come hither_.

Peter had once heard that there was psychological undertones to a female wearing a male's clothing. It had to do with dominance and territory and all sorts of caveman stuff. Peter couldn't really remember any of it off-hand, but he did know that seeing Felicia in a bikini version of his costume made him want to do things that were very much not covered in sex ed.

"You've grown a few inches," she said, patting his head. "It'll be good practice."

She still had two or so inches on him, but at least he came up to above her breasts. That had gotten awkward.

Felicia flicked at the buttons of his vest. "We'll have to discuss proper boating attire later. Get on the boat."

Peter nodded. He wasn't onboard for a moment before he began stripping down to the waist. He felt pale and hairless, but when Felicia looked back from the wheelhouse her laughter was loving. "And the shoes!"

He kicked them down into the hold, his shiny brown shoes and his dull black socks. Felicia piloted expertly, taking them out into deep waters. She threw some sunblock back to him and he rubbed it on, a bit surprised she hadn't taken advantage of the opportunity for some quality time. He quickly got the cut of her jibe when she undid her top in the back, the same way she had when he'd tried to arrest her. The strap, now hanging off her shoulders, revealed no tanline.

"You mind, Pete?"

He squeezed a premature splotch into his hand and rubbed it over her back. Felicia didn't turn around, but she did part her legs akimbo. He got down on his knees, worshipfully, to rub the lotion up and down her shapely calves, her creamy thighs. She had the perfect bubble butt in those scanty webbed shorts of hers. His fingers wandered to it, his first knuckles traipsing under her hemline. She giggled. It was quite possibly the most erotic sound he'd ever heard.

"Now do my front," she said, her voice operatically low.

Peter stood, wound his arms around her sides, and rubbed a new gush of lotion into her abdomen. She was surprisingly muscular there. He greatly enjoyed fingering the lines of her muscles, like he was a paleontologist dusting off bones.

"Do you think it's wrong, what we're doing?" Felicia throttled down. "Who knows what's wrong and right? Is stealing always wrong? Is taking the law into your own hands always wrong?"

She turned. Her top slid off her torso and fluttered to the ground. Her breasts had become impossibly more… _real_, since last night. No longer weird, fantastical, _adult_ things, they were tactile. He could reach out and…

He did.

She moaned winsomely at the simple pleasure of their flesh connecting. Her eyes were heavy-lidded and fixated on him as if he were the only other thing worth notice in the universe. "It can't be that wrong to make each other feel good. We're not harming anyone. We're just doing what comes naturally. We're in international waters now, spider. No law except the law of nature. So do what _feels_ right."

He moved his hands down over her body, not even maintaining the slightest pretense of applying lotion. Peter hooked his fingers into her bikini bottoms, pulling the string out. "Is it narcissistic if I get turned on by you wearing those?" He didn't wait for an answer before he took them off.

Seeing her naked froze him solid. He had, all of a sudden, no idea what to do. 'Do what feels right' was all well and good, but he had no idea what would feel right. Was he just supposed to… go, or was it back to the breast-touching (he had liked that part, but would she be bored with it?) or was there some third thing he could be doing? The down of her crotch was right there, intimidating the hell out of him. What _exactly_ was he supposed to do with _that_?

"Are you a virgin?" she asked him after ten consecutive seconds of physical hemming and hawing.

"No, I, uh, no… not as such."

"Relax. I'm a virgin." She kissed his cheek. "_I'm just not very good at it._"

She reached down and undid his belt. He nearly whimpered, nearly shuddered, but Peter had planted his hands firmly on her waist and that handhold seemed to keep him sane. As frustrating as it had been initially to learn that Spider-Man wasn't the Casanova Felicia had fancied him as, there was something appealing about the notion of being his first. She could mold him, train him, turn him into the perfect lover. "Girls your age are so… small-minded. They don't know what they want. Take Mary-Plain for instance…"

She pushed his pants down at the crotch low enough to reveal the triangle of his pelvic bone and the shade of his pubic hair. She knew she was driving him crazy. It was damn fun.

"Girls like that _love_ to talk, but when it comes to the showdown they fall flat on their asses. Besides, her tits are too small. You need a woman with tits like mine, the kind you can _bite_ into."

He stepped out of his pants. His body was lean, young; a swimmer's physique, sleek and well-formed. It thrilled her.

Felicia cupped her hands under her breasts. She massaged them, rolling them around before pointing her stiff nipples up at the sky. "Aren't you going to tell me you like my tits?"

He kissed her, as good as she'd ever remembered it, and steadily growing more heated.

"I love them," he said unnecessarily, as if the kiss wasn't proof enough.

"If you love them, why not take them?"

"Take them?"

"Yes, just that simple." Her voice painted her as amused, her eyes painted her as downright feral. "If you like me, you can have me."

"Have you," Peter said. It was no longer a question. He was very much liking the sound of that.

"All of me," she confirmed. Then she smiled, almost breaking the sexual tension, and offered her breast to his watering mouth. "Suck it. It's the easiest way I know to get me wet."

He didn't so much open his mouth as let his lips numbly part, but she worked her nipple into his mouth anyway. Despite Peter's general daze, his mouth was wet and warm and she was heated enough to enjoy that.

"I told you to suck it," she hissed. "Hell, bite it if you want. Just make me feel it."

He bit down. She groaned happily. Perfect, perfect. Peter gnashed his teeth just sharply enough, quickly discerning the place between too sharp and too flat. Felicia noticed her hands curled into excited fists before she loosened them to caress the back of his neck, toy with the hair standing up there.

"You need a woman who knows what to do with a cock once she's wrapped her lips around it."

After a while, and with no small amount of reluctance, she pushed his face away. The nipple he'd been chewing was wet, swollen, and pleasantly raw, just like his cock was hard against her thigh. Felicia reached down to run a finger over it.

"You seem tense. Let me get you something to drink."

"I'm sixteen!" Peter protested, with his cock dripping precum.

Felicia fished through the drink cabinet, coming up with a shaker. She mixed them both martinis, taking a moment to breath in the fresh air. It felt good to be out here, with nothing but blue sea and blue sky for as far as the eye can see. No sound but the lovely music of her lover's hitched breathing and the ocean's gentle swell. It was a strangely peaceful setting for their passion, but she enjoyed it. And was determined to make it last.

She poured the drink into two wide-bodied glasses, passed one to him. "Here's to us."

As self-conscious about his nudity as Felicia was comfortable with hers, Peter drank. It was a softer drink than the few hard beverages he'd sample, going down as smooth as the warmth it spread through his body. He nodded, watching Felicia confidently sip hers, gazing over the lip of the glass with hungry eyes.

The tension was leaving his muscles, leaving him open and willing. He fished through the pocket of his discarded pants, careful to crouch so as not to show too much of himself to her, then slapped down the condom he'd retrieved onto the drink cabinet. Felicia raised her eyebrows, entertained.

"You know your way around one of those things?"

He put it on, coming through in the clinch. It fit him like a glove. Felicia finished off her drink and tossed the glass over the side, arrogantly sauntering over to him to take firm hold of his cock. A nearly inaudible grunt of pleasure escaped his lips. She smiled at it, and the heat of his phallus in her hand.

"You don't mind if I touch it, do you?" she asked.

Peter nodded most emphatically.

"You do?"

He shook his head, then stopped, confused. She laughed. He kissed her again. Felicia sensed that was quickly becoming his default response to any sexual conundrum and couldn't care less.

It'd been a while since she'd enjoyed a good handjob, especially with an instrument as sensitive as this. Felicia lifted it with her fingers. "You've got a lovely cock. I knew you would. A guy as nice as you can't have _anything_ that needs compensating for."

He was in her power and completely content there, as enthralled in her will as totally as he'd ever been with the symbiote. He didn't mind. He trusted her.

Her voice dropped whole octaves, dripped with lust as she breathed her next question into his ear. "Does my hand feel good on your cock?"

Her hand stroked lovingly up and down his cock and he closed his eyes, bracing himself, belatedly allowing himself to nod.

"It's been a while since I've felt one this… powerful. I'm just certain you'll do wonders with it. For me. To me. On me. Your balls must be full up now, spider. And I'm going to enjoy every drop."

Peter's balls were so hot that they felt like they were on fire. Felicia's hand was light, teasing, like she was fingerpainting. And worse was the pleasure she took in making him squirm, the almost-predatory smirk she favored him with while she held his swollen manhood between her fingers.

"You can touch me," she giggled. "I won't break, you know."

He looked down at her cunt. The trembling lips of her pussy seemed to invite his touch the way a flower invited being smelled.

"Can I touch you there?" he asked, his voice dry, parched.

She nodded slowly, like a gentle relaxation and tightening along her throat. "Touch my cunt. Put your fingers in me. I want you to. I want you to touch me. Please!" At the last, the heat of her lust overwhelmed her. She needed this as much as he did.

With shocking decisiveness, he cupped her pussy. She almost fainted. Her eyes widened in surprise like a deer caught in headlights. Felicia looked down to see his fingers glistening with her juices. She imagined him licking the cream off his fingers, or better yet out of her dripping cunt, and the thought made her writhe in lust. But that would have to wait until he was ready for it.

"Do you feel how wet I am?" she asked.

"Yeah," he breathed.

"You did that. Rub _harder_.

He did. It was good, it was good, and she needed more of it, could tell he needed more too.

"Put more in."

He did that too. His fingers went in, more and more, until he could feel her cunt squeezing his hand. It was an intense sensation, and he _needed_ to know how it would feel around his cock.

Reaching down, Felicia pried her labia open. "Can you see my clit?"

"I think so."

"Put your finger on it."

He planted his thumb on it as his fingers moved inside her

"That's good. That's real good. Right there. Rub it like that, just like that."

Peter took the initiative again, rubbing her clit with the heel of his left hand as he forced his right hand into her pussy. Felicia stopped rubbing his cock to just maintain a turgid hold on it as she leaned back to focus on the lovely feelings he was eking out of her. He had lots to learn, but he was a quick learner. A damn quick learner.

She was as wet as the waves lapping against the hull, and it didn't take long for Peter to take a hand away from her to examine the liquid coating his finger. He brought his fingertip to his lips slowly and licked at it.

Felicia watched, smoldering with lust. "Do you like how I taste, lover?" She took his hand by the wrist and brought it to her own lips, where she sucked each finger off one by one. "I do."

He was trembling with lust, his eyes dark and hungry, and it was barely a surprise when he leaned down and sucked her clit between his lips. She howled, legs pedaling in the air, and tore into his shoulders with her fingernails.

"Yes, lover! Kiss me there, right there! That's my clit!" she gasped, as if he needed the reminder. She gulped down her arousal, steadied her voice back to the sultry mistress. "It's… very sensitive, so don't use your teeth. Just lick it. Yesss. You don't know how _wonderful_ that feels."

At first he was ravenous, completely and utterly driven by hunger, by slowly he became more gentle, teasing. As if amused by the power he had over her, her perfect body. Felicia buried her fingers into his brown hair, trying to force him against her, but his kisses simply became longer and hotter. Quick learner.

"Use your tongue on my cunt! Make my juices flow!" she begged, no longer worrying if he was ready or not ready. She was confident he could take anything she threw at him.

Peter moved down to the bottom of her slit and kissed her there with nipping teeth before he moved upward, licking the field of her cunt. It set her on fire.

"Oh God! Lick me! Lick my fucking cunt! Make me hot! Make me drip! Oh God, no one has ever made me this hot!"

"No one?" Peter asked in amazement.

"No one." She put her legs up on his shoulders, letting gravity do the rest. "And now, I want you to show me how you'd use a cock. Stiffen your tongue and use it like you would a cock."

"No." Peter's eyes were steely as he deposited her on the bottom of the boat. "No more appetizers. I want you. All of you."

"Then take me."

The thought of how her greedy cunt would feel sucking him down had left Peter numb with anticipation. As Felicia opened herself before him, propped up on her elbows and legs spread, Peter resolved not to freeze up again. He forced himself to kneel down between her open knees, then to put his hands on either side of her luscious body and shift his weight forward so he was on his hands and knees before her. He thrust himself into her, guided by her hands and smoky eyes, and did it fast, too fast, it was overwhelming. Slick and warm and tight, like a dozen soft hands were squeezing him.

"I didn't know it would feel like that!" he gasped. Then he noticed her grimace. "Oh no, did I hurt you?"

"Oh, no…" Felicia laughed and kissed him. "Let me help you."

With her hands at his hips, she began to ease him into a slow rhythm. Peter watched the hypnotic repetition of her face tensing and untensing as he thrust into her. In short order he had abandoned her subtle lovemaking for harder, deeper thrusts.

Felicia moaned sharply. She hadn't expected him to be gentle, knowing he was nervous and eager and probably most of the things she'd felt her first time. But she'd been a rebel even back then, and she'd channeled her nervousness into aggression. She knew he was the same way when his thrusts went even deeper, ever harder. Felicia gave up control and let him fuck her, dictating the pace and rhyme of their coupling, until all too soon she felt a flash of heat along her loins. An orgasm. It made her let go of a breath she hadn't known she'd been holding.

"Felicia," Peter gasped, his face tight, his eyes narrowed. He was close, she was gone, long past gone.

Felicia smiled as she crossed her legs across the small of his back. _C'mon, lover. Show me what you got_.

He did, backing off a little before his thrusts became truly painful, settling instead to nurture whatever orgasmic pleasure he'd seen her take in the last few minutes. He reached down to finger her clit and it went through her like an underwater earthquake, practically unnoticeable until the shockwaves parted her lips and shut her eyes.

She ground back as best she could, but it was a losing battle. He had her and she couldn't be happier about it. "You don't know what you're doing to me, spider!"

"I'm fucking you," he growled deep into her ear. She liked how he sounded. He sounded like a man should sound, not at all like the boys (yes, boys, no matter how old they were, the preening, self-satisfied lot of them) she'd been with.

Peter felt tension building up throughout his body, squeezing him tighter and tighter, wringing all of his energy down into where he was joined with Felicia. He registered her fingernails digging into his back like the pins and needles of a foot gone asleep, distant and vaguely irritating. Her mouth was perpetually open in a keening, then breathy, then again keening sound, like a klaxon announcing her orgasm. The mental picture made him chuckle; Felicia topped him with a boisterous laugh, a warrior woman laugh that faded away into the _clenchpopreleasegone_ of her climax.

Peter came, a drain that brought him down from 100% to 0.02% in six seconds flat. It was different from his masturbation, more voluminous, more slick and damp and in the end, more luxuriously pleasurable. The release itself was almost depressingly quick and simple, but getting there had been absurdly… fun. As was the afterglow. As was she… his lover. Felicia giggled again, an echo of her warrior woman laugh.

"Stole you," she said as they moved together onto a beach chair, Felicia half-dragging him there with her seemingly inexhaustible energy (Peter felt like he was in shock, a submergible lag like his entire body had fallen asleep without telling him) until he was flat on his back, naked and not caring a whit.

Felicia fell on top of him, slumped to his side, a leg thrown over his and her arms forming a pillow on his chest for her head to rest on. Her white hair trickled all over his upper body, tickling his nostrils when the wind blew the right way. He laughed and she laughed; just a brisk, happy sound on a brisk, happy day.

"You know," she said, pulling on a cute little sun hat, "you didn't oil me all up. I could burn."

"Eh?"

She squeezed out the lotion onto his hand, then brought it round her hip. With her other hand she began to lave sunblock over his legs, down around his kneecaps and steadily upward. "I was still wearing bottoms when you covered me, remember? So, oil me up. Then I'll let you fuck me another way," she added in the exact same pleasant tone.

Her voice was as honeyed and as thick as a narcotic.

Peter was having a whole new kind of jinx day and he couldn't care less what the jinx would be.

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sooo wat did u think .. i know i know ur all like O_O. but i also know there are a few sick people that are like =D lol please review.


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